These Terms of Use (Terms) govern your access to and use of the Portal and the Services provided by Roves Enterprise Pty Ltd ACN 616 568 275 trading as Global Transformations Co (Global Transformations Co, GTC, we, us, our).By accessing the Portal or receiving the Services, you agree to be bound by these Terms, the Privacy Policy and the Confidentiality and Non-Disclosure Policy. If you do not agree to these Terms, you must not use the Services or access the Portal.
Definitions
Unless the context requires otherwise: Business Day means a day other than a Saturday, Sunday or any other day which is a public holiday or bank holiday in the State of Victoria, Australia. Confidential Information means all information a Member receives relating to the Services or GTC, including but not limited to: the Content; Intellectual Property and all information about, or in relation to, the Intellectual Property vendor or supplier information including information proprietary to supplier and supplier lists;
personal information held by GTC relating to any person, whether such information is marked “Confidential” or not; information relating to GTC’s business operations and affairs; any information which is marked “confidential”, specified by GTC to be confidential, or by its nature is likely to be confidential but excluding any information which is: already in the public domain or becomes part of the public domain (except as a result of your non-compliance with these Terms); required to be disclosed by law
Confidentiality and Non-Disclosure Policy means our confidentiality and non-disclosure policy as amended from time to time.
Content means any information, content, resources, programs and other materials in any form available to a Member on or through the Portal.
Account means the electronic account you create to access the Portal and receive the Services.
GST means the goods and services tax payable under or imposed by GST Law.
GST Law has the meaning given to in A New Tax System (Good and Services Tax) Act 1999 (Cth) as amended from time to time.
Herbalife means Herbalife Nutrition Australasia Pty Ltd ACN 008 003 030.
Intellectual Property means all intellectual property owned, used or licenced by GTC (whether registered or unregistered), including the Portal, the Website and associated domain name, the Content, the Services, the Confidential Information, trademarks, patents, copyright, designs, trade secrets, know-how, artwork, logos and any trade, corporate and business names.
Nutrition Club Member means a Member who operates a “Nutrition Club” in accordance with Herbalife’s rules of conduct at which Herbalife food based products are retailed.
Nutrition Club Member Services means components of the Services and Content available on the Portal which are exclusive to Members who are Nutrition Club Members.
Portal means the online platform operated by GTC containing the Content and accessed via the Website as updated, altered or otherwise modified from time to time.
Privacy Policy means our privacy policy published on the Website as amended from time to time.
Services means the services provided by GTC via the Portal where Members can access the Content for assistance and guidance on the operation and management of their businesses, which includes, but is not limited to, recipes, techniques and any other instructions or ingredient lists, premises layouts, floorplans and fitout, equipment inventory and layouts,
operation, marketing and administrative methods, training and mentoring resources and other material, which also includes Nutrition Club Member Services if applicable.
Member means members which are granted access to the Portal and receive the Services.
Member Fee means the monthly fee of $50.00 plus GST you must pay to GTC to access the Portal and use the Services.
Website means our website accessed at www.globaltransformationsco.com or www.globaltransformationsco.com.au and any links available from or within the Website, but does not include any external websites or links to external websites not belonging to or controlled by us.
Registration and Account
To access the Portal and receive the Services, you must:
have a current membership with Herbalife as a “Independent Herbalife Nutrition Member”;
create an Account which is accepted by us; and pay the Member Fee.
Our acceptance of the Account you create is at our absolute discretion.
To create an Account, you must register via our Website by completing the online registration form and providing all requisite information. We may require you provide additional information, such as your date of birth, address, phone number and identification. All personal information you provide to us under these Terms will be used in accordance with our Privacy Policy.
You must create a username and password to access to your Account and the Portal.
Where the correct username and password are provided for the purpose of accessing your Account or using the Portal, we assume that access is by you. You indemnify us completely against any claim of direct/indirect loss or damage, that results from wrongful, fraudulent or other access to your Account.
Your Account is personal to you and you must not authorise or permit another individual to use your Account as a Member. We are not liable for the results of any unauthorised access to your Account by a person using your username and/or password. You are responsible for:
the use, supervision, management and control of your Account; all activities that occur on your Account; maintaining the confidentiality of your username and password to your Account; and the consequences of any misuse of your Account.
You must immediately notify us if you believe an unauthorised third party may be using or attempting to use your Accounts.
By creating an Account, you agree:
to use the Portal, Website and Content only for lawful purposes;
your access to the Portal is in no way unlawful or fraudulent;
to use the Portal, Website and Content in a way which does not infringe the rights of any third parties or restrict or prevent anyone else’s use and enjoyment of the Portal, Website and Content;
not to alter or modify any part of the Portal, Website or Content; and
not to copy, reproduce, distribute, sell, licence, or otherwise use any content contained in or on the Portal, Website or Content for any other purpose other than in accordance with these Terms.
We may at any time and in our absolute discretion, suspend or terminate access to your Account or the Portal without liability to you.
Access to the Portal and the Services
Upon our acceptance of your Account and payment of the Member Fee, we will grant you a revocable, non-exclusive, non-transferrable licence to access the Portal and use the Intellectual Property solely for the purpose of using the Services in accordance with these Terms.
You may only access the Portal using your Account which may require an internet connection. You are responsible for all internet connection costs.
You may be required to update third-party software to access and use the Portal and Services. We will not be responsible for any such third-party updates which may be subject to their own terms and conditions.
We will not be responsible or liable to you for any failures, delays or disruptions you may incur regarding access of the Portal for any reason, including, without limitation:
you being unable or willing to update any third-party software;
using hardware or software which is not compatible;
firewall restrictions; or
inadequate network or internet connections.
You acknowledge and agree that:
you will follow any instructions or directions given by GTC in relation to the Portal, including any given in the Portal
you will not allow, authorise or encourage any third party to use the Portal;
we may update, enhance, improve or otherwise modify the Portal (Portal Updates) without notice from time to time. You must keep up to date with any Portal Updates; and
we may at any time and without notice suspend your access to the Portal or the Website in the event of:
technical failures; and
Portal Updates or other maintenance requirements,
however we will use reasonable endeavours to resume access as soon as reasonable practicable.
The Services and Content available to access through the Portal will be provided in the form determined by us.
The Services are intended to provide Members with general information, instructions, assistance and guidance in relation to the operation of their businesses. The Content available for Member’s to access in the Portal is not designed to suit the Member’s individual circumstances and business needs. Members cannot dictate content, materials, strategies or information they would like to receive as Content through the Portal.
To the maximum extent permitted by law, GTC makes no express or implied warranty, representation or guarantee that:
the Services or the Content will increase the profitability of a Member’s business or that a Member will achieve a particular outcome or result; or
the Content is appropriate for a Member’s individual circumstances and business.
Nutrition Club Member Services
If you are a Nutrition Club Member, then you will be entitled to receive the Nutrition Club Member Services in addition to the Services at no further cost or fee.
Before we provide you with the Nutrition Club Member Services, we may require you provide us with the evidence or other documentation we may reasonably request so that we satisfied you are a Nutrition Club Member.
You acknowledge and agreement that the provision of the Nutrition Club Member Services to you is subject to being a current Nutrition Club Member. If you cease being a Nutrition Club Member for any reason:
you must immediately notify us in writing and provide adequate details as to why you have ceased to be a Nutrition Club Member; and
we will terminate your use of the Nutrition Club Member Services, however your access to the Portal and use of the Services will not be affected in any way.
Payment
Your access to the Portal and use of the Services is subject to payment of the Member Fee.
The Member Fee is payable monthly. Payments are due immediately upon recipe of an invoice, which will be issued on the same day of the month on which you first registered access to the Portal (e.g. registrations commenced on the second day of the month will be invoiced on the second day of subsequent months).
You must pay the Member Fee using the payment method we direct from time to time, which may be subject to additional surcharges, merchant fees or processing fees. You may also elect to pay the Member Fee automatically by direct debit from your nominated bank account, in which case you must:
ensure that the nominated bank account has funds to pay the Member Fee on the payment date; and
do all things and sign any separate documents to allow us or any nominated third party to process the payment.
All amounts payable under the Terms will be made without set-off or counterclaim and without any deduction or withholding.
We reserve the right to vary or change the Member Fee at any time. Where we vary or change the Member Fee, we will provide you with at least 30 days prior notice.
Any indebtedness you owe to us under these Terms must be paid immediately upon demand and may be recovered as a liquidated debt.
If you fail to pay any amount owed to us under these Terms, then you must pay interest on the outstanding amount at the rate of 12% per annum from the time on which the outstanding amount should have been paid until payment is made in full.
We reserve the right to suspend or terminate your Account and access to the Services if you do not pay any amount due under these Terms.
GST
Unless GST is expressly included, all consideration payable under these Terms in relation to any supply is exclusive of GST.
If GST is payable in respect of any supply made under these Terms (GST Amount), the recipient must pay to the supplier an amount equal to the GST payable. Subject to clause 3, the recipient must pay the GST Amount at the same time and in the same manner as the consideration for the supply is to be provided under these Terms in full and without deduction, set off, withholding or counterclaim (unless otherwise provided in these Terms).
The supplier must provide a tax invoice to the recipient before the supplier will be entitled to payment of the GST Amount under clause 2.
Suspension
We may suspend or restrict your Account or cease providing you with all or any part of the Services at any time and for any reason, including, but not limited to, if:
you breach any provision of these Terms or threaten to breach any provision of these Terms;
you do not have a current membership with Herbalife;
in the our opinion, you engage in conduct which:
is unlawful, fraudulent or dishonest;
is disruptive to, or damages, the business of GTC; or
brings GTC into disrepute.
If we suspend or restrict your Account your use of any part or all of the Services, you will remain responsible for all fees and charges incurred during that period and we will not be liable to you or any third party for any costs, expenses, liabilities, loss or damages you may suffer, either directly or indirectly, as a result.
Termination
These Terms will continue to apply until terminated by either you or us in accordance with this clause 8.
If you terminate the Terms, you must provide us with 30 days’ notice of your intention to
terminate.
We may terminate the Terms at any time and without notice if:
you have breached, or intend to breach, any provision of these Terms;
we are required to do so by law; or
our provision of the Services to you is, in our opinion, no longer commercially viable or has become impractical or unfeasible.
If we exercise any rights to terminate these Terms, we will not be liable to you or any third party for any costs, expenses, liabilities, loss or damages you may suffer, either directly or indirectly, as a result.
On termination under this clause 8:
all rights under the Terms will be terminated immediately;
all provisions of the Terms which are intended to survive termination will survive, including, without limitation, confidentiality, intellectual property and warranties and indemnities; and
you must upon our request either immediately return or destroy all Intellectual Property in your possession.
Intellectual Property
All Intellectual Property belongs to us and, notwithstanding the licence granted to you under these Terms, you do not acquire any right, title or interest in or to the Intellectual Property.
You must:
use the Intellectual Property only in the manner we prescribe and not make any alterations to the Intellectual Property;
not register or seek to register any of the Intellectual Property;
not cause any of the Intellectual Property to be prejudicially affected or contested; and
not do or permit any act, either during or at any time after termination of these Terms, which infringes or attempts to infringe our rights to the Intellectual Property.
Warranties and Indemnities
You represent and warrant that: you have all necessary right, power and authority to enter into, accept and perform your obligations under these Terms;
your access to and use of the Portal, the Services, the Website or the Content is entirely at your own risk;
any material, information or other data you provide to us under these Terms:
is true, correct and current;
is able to be disclosed by you; and
does not infringe the rights of any third party.
you have not relied upon any statement or been induced by any representation by us and acknowledge that we have made no warranty, statement or representation as to:
the results or outcome of using the Services or the Portal;
the accuracy or reliability of any information obtained through the Website, the Portal or by otherwise using the Services.
You release and indemnify us from and against all actions, claims, demands, costs (including legal costs), expenses, liabilities, loss or damages incurred by us arising out of or in connection with (directly or indirectly):
your breach of these Terms;
your use of Services and Content;
your access to the Portal;
any illegal or wrongful act by you or your officers, contractors, employees or agents in using the Portal, the Services or the Content; or
your breach of any rights of a third party.
The release indemnification from you will survive termination of these Terms.
Limitation of Liability
To the maximum extent permitted by law, we accept no responsibility and exclude all liability in contract, tort or otherwise for any basis for any loss, damage cost or expense, whether direct, indirect, incidental, special and/or consequential, including loss of profits, suffered by you or any third party, or claims made against you or any third party in connection with:
your use of or access to, or inability to use or access, the Portal, the Services or the Content;
your reliance on the Content;
any changes to the supply of the Services; or
the suspension, withdrawal or termination of the Services.
To the maximum extent permitted by law, our total liability arising out of or in connection with the Services, however arising, is limited to us re-supplying the Services to you, or, at our option, refunding you the amount paid to us for the Services to which your claim relates.
Dispute Resolution
If a dispute arises in relation to these Terms (Dispute), the parties must, prior to the initiation of any legal proceedings, use their best efforts in good faith to reach a reasonable resolution of the Dispute.
If a party claims a Dispute has arisen, it must give written notice specifying the nature of the Dispute (Dispute Notice) to the other party or parties. If the Dispute is not resolved within 21 days of the date of the Dispute Notice, or within such longer period as the parties may agree, the parties will appoint, by mutual agreement, a mediator to assist in the resolution of the Dispute.
In the absence of agreement between the parties on the appointment of a mediator within 15 days following the request by one or both parties to appoint a mediator under clause 2, a mediator shall be appointed on the application of one or both parties to and by the President of The Law Institute of Victoria.
The parties agree to co-operate with the mediator in all procedural steps necessary to constitute the mediation and to participate in bona fide discussions with the assistance of the mediator in seeking to agree on a resolution of the Dispute.
The costs of the mediator and the mediation shall be shared equally by the parties.
Nothing in this clause 12 shall prevent a party making an application for urgent interlocutory relief.
Notices
A notice given under these Terms has no legal effect unless it is in writing and signed by the party giving the notice.
A notice may be given to you as follows:
delivered by hand to the address stated in your Account;
sent by prepaid registered post to the address stated in your Account; or
sent by email to the address stated in your Account.
A notice may be given to us as follows:
delivered by hand or sent by prepaid registered post to our registered office; or
sent by email to the following addressee:
Name: Emily Rovere
Email: [email protected]
A notice given to a party in accordance with these Terms will be deemed given and received if: delivered by hand, on the day of delivery if delivered before 5:00pm on a Business Day, otherwise on the next Business Day;
sent by email, on the day of transmission if there is confirmation that the transmission was completed before 5:00pm on a Business Day, or alternatively, on the next Business Day; or
posted by mail, 3 days after the date of posting if posted within Australia or 14 days after the date of posting if posted from outside Australia.
General
We may, in our absolute discretion, update or amend these Terms from time to time without notice to you. Any updated or amended Terms will be published on the Website and by continuing to use the Portal or receive the Services, you agree to be bound by the terms as amended.
These Terms, the Privacy Policy and Confidentiality and Non-Disclosure Policy contain the entire agreement between you and GTC and replace any and all prior terms, conditions, warranties and/or representations to the fullest extent permitted by law.
Any delay or failure by us to exercise any right we may have under these Terms does not constitute a waiver of that right.
These Terms and any dispute arising out of them are governed by the laws of the State of Victoria, Australia.
We may transfer or assign any part of our rights or delegate our obligations under these Terms without your consent or notice to you. You cannot transfer or assign any part of your rights or delegate your obligations under these Terms without our prior written consent.
If any of these Terms are found to be illegal, invalid or unenforceable by any court of competent jurisdiction, then the part that is void may be severed with the remainder of these Terms to remain in full force and effect.
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